Exhibit 10.3


                     ENHANCEMENTS AND CO.BRANDING AGREEMENT

     THIS AGREEMENT (the "Agreement"), effective as of August 1, 1999 (the
"Effective Date"), is made by and between INFOSPACE.COM, INC., a Delaware
corporation having a principal place of business at 15375 NE 90th St., Redmond,
WA 98052, including any successor of InfoSpace.com, Inc. ("InfoSpace"), and
VEQUITY CORPORATION, a Colorado corporation with offices at 2305 East Arapahoe
Road, Suite 220, Littleton, CO 80122 ("Vequity").

RECITALS

     WHEREAS, Vequity has a web site on the World Wide Web part of the Internet
("WWW") that provides online advertising services located at Uniform Resource
Locator ("URL") www.vequity.com (along with any successor or replacement
thereto, the "Vequity Site") and various affiliated sites;

     WHEREAS, InfoSpace provides information and other content to end users via
several sites on the WWW, including without limitation a national directory
system that contains listings for businesses and residences and other
information, the primary home page of which is located at
http://www.infospace.com (along with any successor or replacement thereto, the
"InfoSpace Site"), on various affiliated sites, and on the Web sites of certain
of its co-brand partners (collectively, as defined below, the "InfoSpace
Network");

     WHEREAS, Vequity desires to permit users of the Vequity Site to access the
InfoSpace Network maintained by InfoSpace at the InfoSpace Site; and

     WHEREAS, Vequity and InfoSpace desire that InfoSpace will include certain
enhancements to listings displayed on the InfoSpace Network. Vequity will
provide these enhancements in accordance with the terms of this Agreement.

     NOW THEREFORE, the parties hereby agree as follows:

Definitions:

1.   "InfoSpace Network" as used herein shall mean: (a) a national directory
     system containing listings for businesses and residences and other located
     at http://www.infospace.com (or any successor or replacement thereto); and
     (b) such other points of presence maintained by or for InfoSpace on the
     Internet or any other public data network as initially designated and
     periodically revised by InfoSpace (in its sole discretion) as being part of
     the InfoSpace Network for purposes of this Agreement (which points of
     presence may include business and residential directory listing content
     posted and maintained by or for InfoSpace on third party web sites pursuant
     to agreements between InfoSpace and third parties). The InfoSpace Network
     for purposes of this Agreement, includes the InfoSpace Basic Network, and
     may include (at InfoSpace's sole discretion) the InfoSpace Premium Network.
     If InfoSpace enters into any agreement with any third party following the
     date of this Agreement to maintain points of presence on such third party's
     web site, InfoSpace shall have sole discretion on whether to include such
     third party's web site, within the definition of "InfoSpace Network" for
     purposes of this Agreement.

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2.   "InfoSpace Basic Network" as used herein shall mean: (a) a national
     directory system containing listings for businesses and residences and
     other information located at http://www.infospace.com (or any successor or
     replacement thereto); and (b) such other web pages maintained by or for
     InfoSpace from time to time with respect to which InfoSpace has entered
     into agreements with certain third parties to provide access to certain
     business and residential directory listing content posted and maintained by
     InfoSpace on such web pages through such third parties' web sites whereby
     InfoSpace is not obligated to pay such third parties any fee of any kind
     for such rights.
3.   "InfoSpace Premium Network" as used herein shall mean: (a) the InfoSpace
     Basic Network; and (b) such other web pages maintained by or for InfoSpace,
     or portions thereof, with respect to which InfoSpace has entered into
     agreements with certain third parties to provide access to certain business
     and residential directory listing content posted and maintained by
     InfoSpace on such web pages through such third parties' web sites whereby
     InfoSpace is obligated to pay such third parties any fee of any kind for
     such rights. InfoSpace will provide Vequity a substantive list of current
     Premium Network provider's, and will continue to provide, on reasonable
     request but not more than quarterly, an updated list of Premium Network
     providers for the duration of the term of the Vequity/InfoSpace agreement
     inasmuch as this provision does not cause InfoSpace to violate any
     confidentiality agreement.

4.   "National directory system" as used herein shall mean any and all yellow
     pages directories or similar databases irrespective of titling "directory"
     which is or will be created, maintained, made available by, provided or
     hosted by InfoSpace, at its discretion, within the InfoSpace Network.

5.   "All Listings Section" as used herein shall mean the section, irrespective
     of titling, of a directory that contains unpaid listings. This section is
     always last in priority and therefore the last section of listings to be
     made available for viewing by a user, therefore requiring the Preferred
     Listing, Enhanced Listings as well as any other listing sections to be
     viewed first. Listings are displayed in alphabetical order.

6.   "Enhanced Listings Section" as used herein shall mean the section,
     irrespective of titling, of a directory, which contains paid listings. This
     section is viewed prior to any listings in the All Listing Section and
     after the listings in the Preferred Listing Section. Listings are displayed
     in alphabetical order.

7.   "Preferred Listings Section" as used herein shall mean the section,
     irrespective of titling, of a directory, which contains paid listings. This
     section is always first in priority, meaning the section is viewed prior to
     any listings in the All Listings Section and Enhanced Listing Section, and
     therefore is the first section of listings to be made available for viewing
     by a user. Listings are displayed in alphabetical order.

SECTION 1.        CERTAIN OBLIGATIONS

     1.1  Vequity Sales Effort. Vequity shall solicit businesses in order to
          sell its advertising listing services, including its Internet yellow
          pages advertising packages. Within the print directory areas of
          Vequity, as set forth in Exhibit A (the "Markets"), Vequity will have
          the right to perform premise bundled, print, and Internet yellow pages
          sales of Enhanced Section Listings of Internet yellow pages Listing
          Enhancements for distribution on the InfoSpace Basic Network, subject
          to Exhibit A. Within the Markets, Vequity shall have the same right,
          subject to Exhibit A, to perform premise bundled, print, and Internet
          yellow pages marketing campaigns to businesses to promote its
          advertising listing services, and in connection therewith to use,
          reproduce, publish, perform and display the "InfoSpace Marks"
          (InfoSpace Marks shall mean those Trademarks of InfoSpace set forth on
          Exhibit C hereto and such other Trademarks as InfoSpace may from time
          to time notify Vequity in writing to be "InfoSpace Marks" within the
          meaning of this Agreement) in promotional and marketing materials, and
          electronic and printed advertising, publicity, press releases,
          newsletters and mailings about Vequity.

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     1.2  Vequity Enhancement Data and Software Integration Tool. Upon execution
          of this Agreement, Vequity will use the InfoSpace web-based software
          integration tool ("InfoSpace Publisher" including "InfoSpace
          PageExpress" for web site creation) provided by InfoSpace to integrate
          yellow pages advertising listing enhancements ("Listings
          Enhancements") on a listing-by-listing basis. Collectively, these
          Listing Enhancements are the "Vequity Enhancement Data."

     1.3  Display of Enhancements. InfoSpace will use such Vequity Enhancement
          Data to create text and/or graphical advertising and hyperlinks to be
          located on the InfoSpace Basic Network ("Vequity Listings
          Enhancements"), as determined in the sole discretion of InfoSpace,
          that will point users to the advertising items for the corresponding
          listing as indicated. InfoSpace may, as appropriate, include text and
          or icon hyperlinks to: customer provided e-mail, customer provided
          URL, mapping, driving directions, and web sites in listings within the
          InfoSpace Basic Network's yellow pages, which form may change from
          time to time at InfoSpace's sole discretion. In addition, InfoSpace
          may provide additional hyperlinks on the InfoSpace Basic Network, the
          number, function, design, label and placement of such hyperlinks to be
          determined solely by InfoSpace.

     1.4  Formatting. Provisions for Vequity Listing Enhancements include:

     1.4.1 Listing Results Pages Icon Links. See Exhibit B.

     1.4.2 Listings. Vequity shall provide to InfoSpace a list of Vequity's
          advertisers and such advertisers' listings within the InfoSpace Basic
          Network in an acceptable format (each a "Listing") and such Listings
          shall be placed, subject to Exhibit A, in search results generated in
          response to searches of the by InfoSpace Basic Network. In addition to
          the free listing features in the InfoSpace Network maintained by
          InfoSpace, to the extent the listing information is available to
          InfoSpace, each Vequity's customer advertiser Listing shall include
          the Basic Listing:

     1.4.3 Basic Listing. The Basic Listing may include the following features:

     (a)  Enlarged Listing. The font size of the name shall be increased from
          the standard listing font size to the largest font size available.

     (b)  Emboldened Listing. The font shall be emboldened with the hypertext
          markup language bold command making the text bold whenever possible
          depending on the user's browser.

     (c)  Link to E-mail. A text link to an E-mail address of the business being
          listed.

     (d)  Phone Number. Phone number of business being listed.

     (e)  Link to Vequity's Customer's URL. A text and or graphical link to a
          Vequity's customer-provided web site or URL. All web sites created by
          Vequity shall have a "back button" to transport the user back to the
          referring page.

     (f)  Mapping. A map showing the location of the business being listed.

     (g)  Driving Directions. Driving directions to the location of the business
          being listed.

     1.4.4 InfoSpace PageExpress. InfoSpace PageExpress is a one-page basic web
          site, which may be created by Vequity staff and is able to be edited
          by Vequity customers. InfoSpace PageExpress shall be maintained by
          InfoSpace on its servers (and/or such third party servers as
          periodically designated by InfoSpace in its sole discretion) as such
          may be periodically modified, revised, supplemented or enhanced by
          InfoSpace in its sole discretion; provided, however, it is understood
          that, upon completion of the release of PageExpress software allowing
          for multiple pages, Vequity shall be allowed to create sites with up
          to four (4) pages and that any additional page or e-commerce upgrades
          to PageExpress web sites are not covered under this Agreement.

     1.5  Co-Branding; Grant of Rights; Advertising.

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     1.5.1 Co-Brand Pages. InfoSpace shall use commercially reasonable efforts
          during the term of this Agreement (i) to make the InfoSpace Basic
          Network maintained by InfoSpace at the InfoSpace Site available to
          users of the Vequity Site as provided below, (ii) obtain and maintain
          in effect all telephone lines and other communications transmission
          devices to enable the Vequity Site to access the InfoSpace Basic
          Network (ii) answer any reasonable questions that Vequity may from
          time to time ask of InfoSpace relating to the InfoSpace Network, (iii)
          provide quotes for the terms and conditions of any updates or other
          modifications Vequity may from time to time desire InfoSpace to make
          to the Vequity Site, or (iv) render other limited incidental
          consulting services from time to time requested by Vequity, subject to
          agreement by the parties on the terms and conditions for such
          services. Advertising and promotions, at InfoSpace's discretion, may
          appear on all or any of the Co-branded Web Pages (as defined below)
          and, unless otherwise allowed under this Agreement, InfoSpace shall
          have the sole right to sell such advertising and promotions and the
          right to track the number of impressions on the Co-Branded Web Pages.

     1.5.2 Grant of Rights. Subject to the terms and conditions of this
          Agreement, InfoSpace grants to Vequity: (a) the right to include on
          the Vequity Site hypertext links (whether in graphical, text or other
          format) which enable "point and click" access to locations of the
          InfoSpace Site specified by InfoSpace (and subject to change by
          InfoSpace from time to time); (b) the right to permit users to link to
          Results Pages (as defined below) via Query Pages (as defined below)
          hosted on the Vequity Site; (c) a limited, non-exclusive,
          non-transferable, non-assignable right to use, and allow end-users to
          use, the Page Express web site building tools solely for purposes of
          creating, editing and updating user web sites pursuant to this
          Agreement; and (d) a limited, non.-exclusive non-transferable,
          non-assignable right to use the InfoSpace web-based software
          integration tool "InfoSpace Publisher" for purposes of integrating
          Listing Enhancements on a listing by listing basis, under the terms of
          this Agreement. "Query Pages" means any page hosted on the Vequity
          Site which incorporates the Graphical User Interface and on which
          users may input queries and searches. "Results Pages" means any page
          hosted on the InfoSpace Network which incorporates the Graphical User
          Interface (as defined below) and displays the Directory Content in
          response to queries and searches made on a Query Page. "Co-Branded
          Pages" means, collectively, the Results Pages and the Query Pages. It
          is expressly understood that the rights granted to Vequity as set
          forth in this Section for the Markets do not include the right to
          redistribute, resell, sublicense, or perform the licensed activities
          outside the Markets, which conduct would be in material breach of the
          Agreement.

     1.5.3 Graphical User Interface. "Graphical User Interface" means a
          graphical user interface, which may be designed by InfoSpace and
          Vequity and implemented by InfoSpace pursuant to this Agreement for
          the Vequity Site, that contains or implements branding, graphics,
          navigation, content or other characteristics or features such that a
          user reasonably would conclude that such interface is part of the
          Vequity Site, and containing InfoSpace's customary and required
          content attribution which may include logo and "Powered by InfoSpace."
          Vequity and InfoSpace will cooperate to design the user-perceptible
          elements of the Graphical User Interface, with the goals of: (a)
          conforming the display output of the "look and feel" associated with
          the Vequity Site; and (b) maximizing the commercial effectiveness
          thereof. Following agreement by the parties upon the design
          specifications thereof, InfoSpace will use commercially reasonable
          efforts to develop the Graphical User Interface and to implement the
          same on the Co-Branded Pages. InfoSpace shall have no liability or
          obligation for failure to develop or implement the Graphical User
          Interface or any Co-Branded Pages as contemplated by this Section
          1.5.3, or for any nonconformity with the design specifications agreed
          upon by the parties, provided InfoSpace has used commercially
          reasonable efforts to develop and implement the same as provided in
          this Section 1.5.3.

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<PAGE>


     1.5.4 Limitations. Vequity and its affiliates shall have no right to
          reproduce or sub-license, re-sell or otherwise distribute all or any
          portion of InfoSpace Network content or any other content posted on
          any portion of the InfoSpace Network to any person or entity,
          including without limitation via the Internet (including the World
          Wide Web) or any successor public or private data network. This
          Agreement and delivery of any InfoSpace content or any portion
          hereunder to Vequity or any third party pursuant to this Agreement
          shall not cause InfoSpace to be in violation of any law of any
          jurisdiction or third party agreement, and InfoSpace may at any time
          modify its grant of rights to the extent necessary to ensure
          compliance. Should InfoSpace agree to provide content services to any
          third party introduced to InfoSpace by Vequity pursuant to this
          Agreement, InfoSpace may require as a prerequisite to access to
          InfoSpace's content services any third party to execute InfoSpace's
          standard content distribution agreement, which may be presented by
          InfoSpace (at InfoSpace's option) in the form of an online
          "click-wrap" acknowledgment. InfoSpace shall provide only a basic
          templated site which shall not require development or customization by
          InfoSpace. In addition, neither party or any affiliate shall have any
          right to: (a) edit or modify any advertisement submitted for a
          Co-branded Page or (b) remove, obscure or alter any notices of
          Intellectual Property Rights appearing in or on any content or other
          materials.

                                       5

<PAGE>


     1.5.5 Advertising and Revenue Share

     (a)  Placement of Banner Advertisements. Each party shall have the right to
          sell banner advertisements (such banner advertisements adhering to
          InfoSpace's standards and sized at approximately 60 x 468 pixels
          "Banner Advertisements") on the Co-branded Pages. The appearance of
          the Banner Advertisements will be as reasonably determined by the
          party selling such Banner Advertisements; provided, that InfoSpace may
          reject any Banner Advertisement if such Banner Advertisement would
          materially slow the download time or performance of such page.

     (b)  Remuneration for Banner Advertisements. The parties agree to share in
          the advertising revenues from Banner Advertisement sales ("Advertising
          Revenues") as set forth on Exhibit D. Advertising Revenue share
          payments will be reconciled and paid within thirty (30) days following
          the calendar quarter in which the applicable Advertising Revenues are
          received. The party that sells the Banner Advertisement (the "Selling
          Party") will provide with each such payment a report setting forth
          Advertising Revenues received by it for such quarter and the
          percentage thereof payable to the other party.

     (c)  Records and Audit; Late Payments. During the Term, each party shall
          maintain accurate records of any and all fees payable to the other
          party under this Agreement. Any amounts owed under this Agreement not
          paid when due will be subject to a finance charge equal to one and
          one-half percent (1.5%) per month or the highest rate allowable by
          law, whichever is less, determined and compounded daily from the date
          due until the date paid. Payment of such finance charges will not
          excuse or cure any breach or default for late payment.

     1.5.6 "Co-brand" Web Site Referral Program. Vequity shall make referrals to
          InfoSpace of opportunities for InfoSpace to provide InfoSpace's basic
          templated "co-brand" service. Vequity shall make such referrals to its
          financial planning company affiliates for an initial technology fee of
          five thousand dollars ($5,000), payable to InfoSpace from Vequity
          which shall collect the payment from the referred entity, each due
          prior to activation. Ongoing payments shall be $5,000 per year and due
          to InfoSpace on the anniversary thereof. Details of the referral
          program shall be at InfoSpace discretion, and Vequity shall operate
          and abide by the guidelines as InfoSpace may determine for the
          referral program. Initially, it is contemplated that InfoSpace shall
          provide a basic templated site which shall not require development or
          customization by InfoSpace. InfoSpace shall have the right to approve
          of the referral of any third party introduced to InfoSpace by Vequity
          pursuant to this Agreement. InfoSpace shall require, as a prerequisite
          to access to InfoSpace's content services, that a third party must
          execute InfoSpace's standard content distribution agreement, which may
          be presented by InfoSpace (at InfoSpace's option) in the form of an
          online "click-wrap" acknowledgment. InfoSpace shall share revenue with
          Vequity for referral program templated web sites as set forth in
          Section 2.3 below.

SECTION 2.        REVENUE SHARE FEE; REMUNERATION

     2.1  Revenue Share Fee. InfoSpace grants Vequity a limited right (as
          described in Section 1.5.2) to integrate in the Markets an unlimited
          number of Vequity Listing Enhancements including (i) Basic Listings
          with (ii) PageExpress web sites as described in this Agreement, and
          for the period of the Term of this Agreement, in consideration of the
          greater of (a) the monthly Revenue Share Fee as defined by the
          following matrix or (b) twenty thousand dollars ($20,000):

                                       6

<PAGE>

<TABLE>
<CAPTION>

         ---------------------------- ------------------------- ------------------------- --------------------------
         Number  of  Websites   Sold  InfoSpace  Revenue Share  Maximum   Revenue  Share  Cumulative         Annual
         Per Year                     Per Website               Paid  to  InfoSpace  Per  Revenue   Share  Paid  to
                                      (Breakpoint Pricing)      Breakpoint                InfoSpace
         ---------------------------- ------------------------- ------------------------- --------------------------
<S>                                    <C>                       <C>                       <C>
         1 - 5,000                    $400                      $2,000,000                $2,000,000
         ---------------------------- ------------------------- ------------------------- --------------------------
         5,001 - 10,000               $300                      $1,500,000                $3,500,000
         ---------------------------- ------------------------- ------------------------- --------------------------
         10,001 - 20,000              $200                      $1,000,000                $4,500,000
         ---------------------------- ------------------------- ------------------------- --------------------------
         Over 20,000                  $100                      $500,000                  $5,000,000
         ---------------------------- ------------------------- ------------------------- --------------------------
</TABLE>

          For the purposes of the table above, the terms "Website" and
          "Websites" shall mean either (a) a PageExpress site as defined in this
          Agreement or (b) a Vequity Listing Enhancement placed on the InfoSpace
          Network.

     2.2  Maximum Annual Revenue Share Fee. In all cases, the maximum Revenue
          Share Fee Vequity shall pay is six million dollars ($6,000,000) per
          year.

     2.3  Revenue Share for referral program "co-branded" web sites. InfoSpace
          shall share revenue with Vequity as follows: eighty percent (80%) of
          the initial technology fee (fee minimum $5,000) payable to InfoSpace
          from Vequity prior to activation and ongoing payments shall be split
          on the same basis. There shall be no maximum to this Revenue Share.

                                       7

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     2.4  Payment Terms. Vequity shall remit the first minimum monthly Revenue
          Share Fee of twenty thousand dollars ($20,000) on or before August 20,
          1999. The first month to which this first payment shall apply will be
          the earlier of October 1999 or the month of activation of the
          co-branding of InfoSpace content for Vequity. Vequity shall remit
          payment to InfoSpace for the second, third, and fourth months when the
          fourth month payment is due (minimum of $60,000). Thereafter, Vequity
          shall remit the Revenue Share Fee for each month, according to Section
          2.1, by the twentieth (20th) day of the month following the month of
          service, after which the payment shall be considered late and
          InfoSpace, at its sole discretion, may then disengage all services,
          links and co-branding supplied to Vequity with fifteen days written
          notice to Vequity. Payment shall be made in immediately available U.S.
          Dollar funds. Methods of payment may include, without limitation
          check, wire transfer, cashier's check, or cash.

     2.5  Records. Each party shall keep reasonable records in connection with
          its respective performance under this Agreement and shall permit the
          other party reasonable access to such records at such other party's
          expense upon reasonable notice, solely for the purpose of verifying
          such party's compliance with the terms of this Agreement. Vequity
          shall submit monthly reports of its web sites sold pursuant to this
          Agreement in support of Revenue Share calculations along with its
          payment of the Revenue Share Fee payment. Either party, at its
          expense, and upon ten (10) days' advance notice to the other party,
          shall have the right during the Term to examine or audit such records
          in order to verify the listing figures reported in any report and the
          amounts owned to such party under this Agreement. Any such audit shall
          be conducted, to the extent possible, in a manner that does not
          interfere with the ordinary business operations of the audited party.
          In the event that any audit shall reveal an underpayment of more than
          five percent (5%) of the amounts due to the auditing party for any
          quarter, the other party will reimburse such party for the actual cost
          of such audit.

     2.6  Taxes. All fees and payments stated herein exclude, and Vequity shall
          pay, any sales, use, property, license, value added, withholding,
          excise or similar tax, federal, state or local, related to the
          parties' performance of their obligations or exercise of their rights
          under this Agreement and any related duties, tariffs, imposts and
          similar charges, excluding those taxes based upon InfoSpace's income.

     2.7  Disputes. In the event that Vequity disputes the amount of money owed
          pursuant to any Listing Invoice, Vequity shall notify InfoSpace of
          such dispute and the parties agree to cooperate in good faith to
          promptly resolve any dispute, including exchanging such information
          and documentation as may be reasonably related to or likely to resolve
          any and all amounts in dispute.

SECTION 3.        PROPRIETARY RIGHTS AND LICENSES

     3.1  Ownership.

     3.1.1 Vequity. All right, title and interest in and to the Vequity Site,
          along with all Intellectual Property Rights, as defined below, related
          thereto shall remain with Vequity or its licensors and/or suppliers.
          For purposes herein, "Intellectual Property Rights" shall include all
          patents, copyrights, trademarks, service marks, web site design,
          computer software tools, URLs, trade secrets and other proprietary or
          intellectual property rights arising under the laws of any
          jurisdiction. .

     3.1.2 InfoSpace. All right, title and interest in and to the InfoSpace
          Site, the InfoSpace PageExpress web site building tool and the text,
          graphics, data, designs, computer programs, computer code, items,
          inventions, works of authorship, concepts, materials, methods,
          processes and other content and information contained therein or
          relating thereto, including the InfoSpace Network and listings, along
          with all related Intellectual Property Rights to any of the foregoing,
          shall remain with InfoSpace, no rights to resell, sub-license in any
          way the Intellectual Property Rights are granted or shall be inferred.

     3.2  License Grants. Vequity hereby grants to InfoSpace for the term of
          this Agreement a non-exclusive, worldwide, royalty-free license to
          reproduce, electronically distribute, publicly perform, publish,
          publicly display, digitally perform, post, reformat as required under
          standards of the InfoSpace Network, and maintain the Vequity Listings.
          In furtherance of this Agreement, InfoSpace shall have the right to
          use, reproduce, publish, perform and display the "Vequity Marks"
          (Vequity Marks meaning those Trademarks of Vequity including those set
          forth on Exhibit C hereto and/or such other Trademarks as Vequity may
          from time to time notify InfoSpace in writing to be "Vequity Marks"
          within the meaning of this Agreement).

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     3.3 Limitations; Editorial Control Of InfoSpace Network. Either party may
modify its grant to the other party of the rights to use of any of its
trademarks (as set forth in Sections 1.1, 1.5 and 3.2) upon written notice to
the other party. Neither party shall be in violation of any third party
intellectual property rights, third party contract rights or agreements by
virtue of this Agreement, and should a potential violation arise, the
performance and obligations of either party herein may be qualified and limited
in scope to the extent necessary to avoid such violation. InfoSpace will have
the right (but not the obligation) to remove, refuse to host or edit any Page
Express web site created (or any portion thereof), co-branded web site,
sponsorship or listing which in its sole discretion InfoSpace considers actually
or potentially obscene, indecent, offensive, defamatory, unlawful,
mis-categorized, infringing of third-party Intellectual Property Rights or third
party contract, or otherwise objectionable or unsuitable for posting anywhere on
InfoSpace's servers (including, without limitation, hyperlinks, framed content
or meta tags). Notices of Intellectual Property Rights which may be required by
InfoSpace or an InfoSpace content provider shall not be removed from content
supplied by InfoSpace.

SECTION 4.        CONFIDENTIALITY

     4.1  Each party that receives information (the "Receiving Party") from the
          other party (the "Disclosing Party") agrees to use reasonable best
          efforts to protect all non-public information and know-how of the
          Disclosing Party that is either designated as proprietary and/or
          confidential or that, by the nature of the circumstances surrounding
          disclosure, ought in good faith to be treated as proprietary and/or
          confidential ("Confidential Information"), and in any event, to take
          precautions at least as great as those taken to protect its own
          Confidential Information of a similar nature. Each party agrees that
          the terms and conditions of this Agreement shall be Confidential
          Information, provided that each party may disclose the terms and
          conditions of this Agreement to its immediate legal and financial
          consultants in the ordinary course of its business. The parties
          further agree that Listing and web site content received by or from
          InfoSpace shall be included in the Confidential Information of
          InfoSpace, and that Vequity may use such information internally for
          any lawful purpose, provided that Vequity shall not disclose such
          information to any third party without the prior written consent of
          InfoSpace.

     4.2  The foregoing restrictions shall not apply to any information that:
          (a) the Receiving Party can document it had in its possession prior to
          disclosure by the Disclosing Party; (b) was in or entered the public
          domain through no fault of the Receiving Party; (c) is disclosed to
          the Receiving Party by a third party legally entitled to make such
          disclosure without violation of any obligation of confidentiality; (d)
          is required to be disclosed by applicable laws or regulations (but in
          such event, only to the extent required to be disclosed); or (e) is
          independently developed by the Receiving Party without reference to
          any Confidential Information of the Disclosing Party. Upon request of
          the other party, or in any event upon any termination or expiration of
          the Term, each party shall return to the other all materials, in any
          medium, that contain, embody, reflect or reference all or any part of
          any Confidential Information of the other party. Each party
          acknowledges that breach of this provision by it would result in
          irreparable harm to the other party, for which money damages would be
          an insufficient remedy, and therefore that the other party shall be
          entitled to seek injunctive relief to enforce the provisions of this
          Section 4.

SECTION 5.        NONEXCLUSIVITY

     Each party expressly acknowledges and agrees that the rights granted to the
other party in this Agreement are non-exclusive and that, without limiting the
generality of the foregoing, nothing in this Agreement shall be deemed or
construed to prohibit either party from soliciting third party content, links,
banner ads or other materials, serving content, links, banner ads or other
materials to third parties' web sites, or hosting or permitting third parties to
place links, content, advertisements or other materials on such party's web
site, whether or not, in each such case, such content, links, advertisements or
other materials are placed in higher priority than or are competitive with the
products, services, content or advertisements of the other party.

                                       9

<PAGE>


SECTION 6.        WARRANTIES AND DISCLAIMERS

     6.1  Representations and Warranties. Each party represents and warrants to
          the other party that: (a) it is duly incorporated, validly existing
          and in good standing under the laws of the state of its incorporation,
          and duly qualified to do business in any state in which it is required
          to so qualify; (b) this Agreement has been duly executed and delivered
          and constitutes a valid and binding agreement enforceable against such
          party in accordance with its terms; (c) no authorization or approval
          from any third party is required in connection with such party's
          execution, delivery or performance of this Agreement; and (d) the
          execution, delivery and performance of this Agreement does not violate
          the laws of any jurisdiction or the terms or conditions of any other
          agreement to which it is a party or by which it is bound.

     6.2  Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS
          ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT,
          THE OPERATION OF THE RESPECTIVE SITES, OR ANY SERVICES OR ITEMS
          PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION THE IMPLIED
          WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
          EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, VEQUITY ACKNOWLEDGES
          THAT THE WEB SITE BUILDING TOOLS, THE INFOSPACE SITES, THE CO.BRANDED
          SERVICE USER WEB SITES, THE CO.BRANDED PAGES AND ANY AND ALL OTHER
          ITEMS OR SERVICES FURNISHED BY INFOSPACE UNDER THIS AGREEMENT
          (INCLUDING, WITHOUT LIMITATION, ANY SERVERS OR OTHER HARDWARE,
          SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY INFOSPACE OR ANY
          THIRD PARTIES IN CONNECTION WITH PROVIDING ACCESS TO OR HOSTING ANY OF
          THE FOREGOING OR THE PERFORMANCE OF ANY SERVICES BY INFOSPACE
          HEREUNDER) ARE PROVIDED BY INFOSPACE "AS IS" AND THAT VEQUITY HEREBY
          WAIVES, RELEASES AND DISCLAIMS, ALL WARRANTIES, OBLIGATIONS AND
          LIABILITIES OF INFOSPACE, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF
          THE FOREGOING. VEQUITY ACKNOWLEDGES THAT INFOSPACE MAKES NO WARRANTY
          THAT IT WILL CONTINUE TO OPERATE ITS WEB SITES OR THE WEB SITE
          BUILDING TOOLS IN THEIR CURRENT FORM, OR THAT ITS WEB SITES OR THE WEB
          SITE BUILDING TOOLS WILL BE ACCESSIBLE WITHOUT INTERRUPTION, THAT ITS
          WEB SITES OR THE WEB SITE BUILDING TOOLS WILL MEET THE REQUIREMENTS OR
          EXPECTATIONS OF VEQUITY OR ANY CO.BRANDED SERVICE USER OR THAT THE
          CONTENT, SOFTWARE OR ANY OTHER ANY MATERIALS ON OR THROUGH ITS WEB
          SITES OR THE SERVERS AND SOFTWARE THAT MAKES ITS WEB SITES AVAILABLE
          (INCLUDING, WITHOUT LIMITATION, THE WEB SITE BUILDING TOOLS) ARE FREE
          FROM ERRORS, DEFECTS, DESIGN FLAWS OR OMISSIONS

SECTION 7.        INDEMNITY

     7.1  Vequity hereby agrees to defend, indemnify and hold InfoSpace and its
          officers, directors and Affiliates harmless from and against any and
          all damages, liabilities, costs and expenses (including reasonable
          attorney's fees) incurred by InfoSpace as a result of any third party
          claim arising out of (a) a breach or alleged breach by Vequity of any
          representation or warranty of this Agreement or (b) a claim that the
          Vequity Site, Vequity Enhancement Data, or any content, ads or other
          materials on the Vequity Web Site, Vequity Enhancement Data or
          PageExpress web site or affiliated web site is misappropriate, violate
          or infringe upon any law, Intellectual Property Rights, contract
          rights or privacy rights, provided, however, that InfoSpace (i) gives
          Vequity prompt notice of any such claim or action, (ii) allows Vequity
          sole control of the defense or any settlement (provided that Vequity
          shall not, without the consent of InfoSpace, enter into any settlement
          that reasonably can be expected to require a material affirmative
          obligation of, result in any ongoing material liability to or
          materially prejudice InfoSpace in any way) and (iii) provides
          reasonable cooperation, at Vequity's reasonable expense, in Vequity's
          defense or settlement of the claim or action.

     7.2  InfoSpace hereby agrees to defend, indemnify and hold Vequity and its
          officers, directors and Affiliates harmless from and against any and
          all damages, liabilities, loss, costs and expenses (including
          reasonable attorney's fees) incurred by Vequity as a result of any
          third party claim arising out of (a) a breach or alleged breach by
          InfoSpace of any representation or warranty of this Agreement or (b) a
          claim that InfoSpace Network violates or infringe upon any
          Intellectual Property Rights, contract rights or privacy rights
          (excepting material provided under Section 7.1), provided, however,
          that Vequity (i) gives InfoSpace prompt notice of any such claim or
          action, (ii) allows InfoSpace sole control of the defense or any
          settlement (provided that InfoSpace shall not, without the consent of
          Vequity, enter into any settlement that reasonably can be expected to
          require a material affirmative obligation of, result in any ongoing
          material liability to or materially prejudice Vequity in any way) and
          (iii) provides reasonable cooperation, at InfoSpace's expense, in
          InfoSpace's defense or settlement of the claim or action.

                                       10

<PAGE>


SECTION 8.        LIMITATION OF LIABILITY

     EXCEPT WITH RESPECT TO ANY LIABILITY ARISING UNDER SECTION 7 HEREUNDER, IN
NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, REVENUES OR DATA, OR
ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL INFOSPACE'S LIABILITY
UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY VEQUITY TO INFOSPACE
HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH
LIABILITY. SECTION 9. TERM AND TERMINATION

     9.1  Term. This Agreement shall commence as of the Effective Date and shall
          continue for two years from the Effective Date of this Agreement (the
          "Term"), unless earlier terminated as set forth herein. The Term shall
          be automatically renewed for successive one-year periods, unless
          written notice is given by either party at least 60 days prior to the
          termination of any term. After termination, the parties will cooperate
          to accommodate Vequity advertisers that have agreements for
          advertising or Websites on the InfoSpace Network in effect prior to
          the termination, for up to one year after termination (the "Phase-Out
          Period"), provided the terms of continuation of service are acceptable
          to InfoSpace, and InfoSpace is compensated reasonably and at least to
          the same extent as during the Term.

     9.2  Termination.

     9.2.1 Either party may terminate this Agreement for any reason upon sixty
          day's written notice to the other party.

     9.2.2 Either party may terminate this Agreement at any time upon thirty
          (30) days written notice to the other party in the event that the
          other party is in material breach of this Agreement and such party
          fails to cure such breach within thirty (30) days following receipt of
          such notice.

     9.2.3 Either party may terminate this Agreement immediately upon notice in
          the event that the other party (i) makes a general assignment for the
          benefit of creditors, (ii) files a voluntary petition of bankruptcy,
          suffers or permits the appointment of a receiver for its business or
          assets, (iii) becomes subject to any proceedings under any bankruptcy
          or insolvency law where such proceeding has not been dismissed within
          sixty (60) days or (iv) has wound up or liquidated, voluntarily or
          otherwise.

     9.2.4 Upon the effective date of expiration or termination of this
          Agreement, all obligations defined herein, including prioritization
          rights, shall expire except for those obligations set forth in
          Sections 3.1, 4, 6, 7, 8, 10 and 11, and payment obligations to the
          date of termination or other obligations which would reasonably
          survive termination, which shall survive.

SECTION 10.       PUBLICITY

     The parties may with the other party's prior approval of the form, content
and timing, issue a press release regarding this Agreement. In the event the
parties agree to issue a press release regarding the relationship between
InfoSpace and Vequity, such release may contain quotes from the chief executive
officers of each of InfoSpace and Vequity, subject to the mutual consent of both
parties.

SECTION 11.       GENERAL PROVISIONS

     11.1 Governing Law; Jurisdiction; Venue. This Agreement will be governed
          and construed in accordance with the laws of the State of Washington
          without giving effect to its conflict of law principles. The
          jurisdiction and venue of any action or claim arising out of this
          Agreement shall be in King County, Washington.

     11.2 Compliance with Laws. At their own expense, Vequity and InfoSpace
          shall comply with all applicable laws, regulations, rules, ordinances
          and orders regarding their respective activities related to this
          Agreement.

     11.3 Severability; Headings. If any provision of this Agreement is held to
          be invalid or unenforceable for any reason, the remaining provisions
          will continue in full force without being impaired or invalidated in
          any way. The parties agree to replace any invalid provision with a
          valid provision, which most closely approximates the intent and
          economic effect of the invalid provision. Headings are for reference
          purposes only and in no way define, limit, construe or describe the
          scope or extent of such section, or in any way affect this Agreement.

                                       11

<PAGE>


     11.4 Independent Contractors. The parties to this Agreement are independent
contractors, and no agency, partnership, joint venture or employee-employer
relationship is intended or created by this Agreement. Neither party may incur
any obligations or liabilities on behalf of the other party. Without limiting
the foregoing, Vequity shall not make any representations or warranties to third
parties on behalf of InfoSpace.

     11.5 Notice. Any notices required or permitted hereunder shall be given to
the appropriate party at the address specified above or at such other address as
the party shall specify in writing. Unless otherwise specified, such notice
shall be deemed given upon personal delivery, upon confirmation of receipt if
sent by fax, or three (3) days after the date of mailing if sent by certified or
registered mail, postage prepaid.

     11.6 Entire Agreement; Waiver. This Agreement and the Exhibits attached
hereto set forth the entire understanding and agreement of the parties, and
supersede any and all prior or contemporaneous oral or written agreements or
understandings between the parties, as to the subject matter of this Agreement.
In the event of any conflict between the Agreement and an Exhibit, the terms of
the Exhibit shall control. Except as provided herein, only by writing an
addendum, signed by both parties, may a change be made to this Agreement. Waiver
by either party of a breach of any provision contained herein must be in
writing, and no such waiver shall be construed as a waiver of any other and/or
succeeding breach of such provision or a waiver of the provision itself.

     11.7 Assignment and Transfer of Control. Neither party may assign this
Agreement or any rights hereunder without the prior written consent of the other
party, which consent shall not be unreasonably delayed or withheld, except that
the other party's prior written consent shall not be required where the assignee
(i) is an Affiliate, as defined below, of the assigning party or (ii) is the
successor entity in any merger, consolidation, reorganization or similar
transaction that is acquiring all or substantially all of the assets of the
assigning party. "Affiliate" shall mean any entity that has an equity interest
of fifty percent (50%) or more in the assigning party, or any entity in which
the assigning party has an equity interest of fifty percent (50%) or more. In
any event, the assignee must assume and agree in writing to perform all of the
assigning party's executory obligations and the assigning party must guarantee
performance by the assignee throughout the Term.

     11.8 Force Majeure. "Force Majeure Event" means any act of God, act of
governmental authority, act of public enemy, war, riot, flood, civil commotion,
insurrection, severe weather conditions, or any other cause beyond the
reasonable control of the party delayed; provided that the inability of any
party to pay any monetary sum when due for any reason will not constitute a
"Force Majeure Event" for purposes of this Agreement. Neither party will be
liable for any losses arising out of the delay or interruption of its
performance of obligations under the Agreement due to any Force Majeure Event,
provided that the party delayed will provide the other party notice of any such
delay or interruption as soon as reasonably practicable, will use commercially
reasonable efforts to minimize any delays or interruptions resulting from the
Force Majeure Event and in no event will any failure to pay any monetary sum due
under this Agreement be excused for any Force Majeure Event.

     11.9 Counterparts Electronic Signature. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original and all of
which shall be deemed to be one instrument. To expedite the process of entering
into this Agreement, the parties acknowledge that Transmitted Copies of the
Agreement will be equivalent to original documents until such time as original
documents are completely executed and delivered. "Transmitted Copies" will mean
copies that are reproduced or transmitted via photocopy, facsimile or other
process of complete and accurate reproduction and transmission.

INFOSPACE.COM, INC.                          VEQUITY CORPORATION

By:                                          By:
    ---------------------------------            -------------------------------
Title:                                       Title:
       ------------------------------               ----------------------------
Date:                                        Date:
      -------------------------------              -----------------------------

                                       12
<PAGE>

EXHIBIT A

Vequity Yellow Pages Listing Prioritization Rights on the InfoSpace Basic
Network


The rights granted under this Agreement shall apply solely to the areas noted in
Exhibit E (the "Markets").

InfoSpace and Vequity acknowledge that InfoSpace may grant superior and
sometimes exclusive yellow pages listing prioritization rights to certain local
advertising sales partners. This Agreement shall not cause InfoSpace to violate
any yellow pages listing prioritization rights previously granted to its
partners, nor shall the Agreement be interpreted to grant rights outside the
Markets defined herein or outside the Markets in which Vequity operates and
distributes through a bona fide yellow page print publisher premise sales force.
InfoSpace reserves the unlimited right to inform Vequity of restrictions which
are required by InfoSpace potential conflicts with InfoSpace partners concerning
solicitation of customers or categories of customers (in InfoSpace's sole
discretion), or Vequity solicitation of customers in certain areas of the United
States, and Vequity shall abide by such restrictions. InfoSpace may make
commercially reasonable efforts, as necessary in InfoSpace's sole discretion, to
restructure or address prior or future agreements to allow Vequity Listings to
be included in the highest available priority listing position. To the extent
possible, Vequity Listings shall be placed in the Enhanced Listing Section (or
successor) within the InfoSpace Basic Network with the following exceptions:

     1.   InfoSpace has previously entered into a contract with local
          advertising sales partners which prohibit placement, or such
          prioritized placement and said local advertising sales partner have
          not agreed to allow Vequity's Listings in said prioritization
          position.

     2.   InfoSpace will use reasonable commercial efforts to keep Vequity's
          Listings on distribution sites throughout the InfoSpace Basic Network.
          However, Vequity understands that the ultimate control of listings
          rests with each distribution site owner.

                                       13
<PAGE>


EXHIBIT B
Graphic Link Example


The design of a link on the listing  results page currently  appears as follows.
However, this design is subject to change at InfoSpace's discretion.

                               [Graphics Omitted]

EXHIBIT C
TRADEMARKS
Vequity Marks
Vequity
Vequity.com

                               [Graphics Omitted]


InfoSpace Marks
InfoSpace
InfoSpace.com


[GRAPHIC OMITTED]

Powered By InfoSpace
Powered by InfoSpace.com
The Ultimate Directory


EXHIBIT D
BANNER ADVERTISEMENT REVENUE SHARE

The Selling  Party shall  receive a commission  of thirty  percent  (30%) of all
Advertising Revenue derived from Banner Advertisements, which shall be served by
InfoSpace on the co-branded  pages.  The remaining  Advertising  Revenue will be
then shared, quarterly, as follows:

     Fifty percent (50%) to InfoSpace
     Fifty percent (50%) to Vequity

                                       14
<PAGE>


EXHIBIT E
NON-EXCLUSIVE ENHANCED LISTING RIGHTS

Subject to InfoSpace's right to inform Vequity of any areas where Vequity cannot
solicit listings or conduct business under this Agreement, Vequity will have the
non-exclusive right to placement in the Enhanced Listing Section at InfoSpace's
discretion for its Vequity Listing Enhancements during the Term ("Non-Exclusive
Rights"), in all fifty states of the United States of America.


EXHIBIT F

Sample InfoSpace PageExpress Site

The "look and feel" of a Page  Express  site shall be similar to the  following.
However, this design is subject to change at InfoSpace's discretion.


                               [Graphics Omitted]


EXHIBIT G

Features

The following list of features is intended to clarify certain features and
aspects but, as to products and services, is not a comprehensive product
description, or warranty of performance.

Vequity will supply in a reasonable time frame the definitions of the virtual
areas for its markets.

|X|  A "local portal" presence to be powered by InfoSpace

o    Standardized design elements to be decided using all or any portion of
     InfoSpace's content and "portal-in-a-box" features, including but not
     limited to -
         Yellow Pages
         White Pages
         Classifieds
         City Guides
         Investing
         News
         Sports Scores
         Community
         Government
         E-Shopping (ActiveShopper & ActivePromotion to be discussed)
         International Listings
         Business Services
         Other items and services that may from time to time be added to the
         InfoSpace Web Sites by InfoSpace (in its sole discretion)


                                       15
<PAGE>


o    Vequity and InfoSpace to decide on specific "look and feel" parameters and
     limitations for the co-branded presence.
|X|  A local sales solution -
     o    Distribution
          o    All ad packages will be promoted and distributed on the InfoSpace
               Network. Hundreds of top-name and top-used sites carrying Vequity
               advertisers.
     o    Base packages:
          o    Silver Package
               >>       Enhanced Level listing
               >>       Bold Font
               >>       Enlarged Font
               >>       URL link
               >>       Email link
          o    Gold Package
               >>       Silver Package
               >>       plus Ad Link (any graphic) or PageExpress (web sites,
                        storefronts)
     o    Access to InfoSpace Publisher(TM), the instant publishing system that
          allows for the creation of Internet yellow pages advertising,
          including web sites and storefronts.
          o    Web-based application - no special equipment, rote data entry,
               worldwide access, no client software, minimal MIS maintenance,
               etc.
          o    Instantly publishes across the Basic InfoSpace Network.
          o    Seller maintains control of advertisers' orders.
     o    Geo-scoping functionality
          o    Regardless of the advertiser's physical address and location, any
               listing and any category sponsorship in any package may be set up
               to show in the search results of 7 distinct geographies:
               >>       City (one city)
               >>       Multi-City (up to 5 cities)
               >>       State (all cities in one state)
               >>       Multi-state (all cities in up to 5 states)
               >>       National (all cities nationwide)
          o    Foreign listings (listings from outside the sales rights area)
               always appear in the Enhanced Section

EXHIBIT H

Training

InfoSpace shall provide to Vequity management training and sales training as
follows:

     Initial (a.k.a. Launch or Kick-off) Training
     --------------------------------------------

     If needed, at a mutually acceptable time and place and for a mutually
     acceptable duration, InfoSpace's trainer may conduct initial training to
     Vequity management and sales management and representatives to launch the
     relationship set forth in this Agreement. Costs shall be borne by
     InfoSpace.

     Ongoing or Follow-up Training
     -----------------------------

     If needed, at a mutually acceptable time and place and for a mutually
     acceptable duration, InfoSpace's trainer may conduct follow-up training to
     Vequity management and sales management and representatives. Travel,
     lodging, and meals costs shall be born by Vequity.


                                       16
<PAGE>


EXHIBIT I

Referral Fee

In addition to remuneration set forth in Section 2, Vequity shall remit two
hundred dollars ($200) to InfoSpace for each Vequity web site sale generated
through an InfoSpace banner advertisement of other marketing program. InfoSpace
is not obligated to market Vequity web sites.

                                       17